Capstone Companies, Inc 10-Q for FY2024 Q2
Capstone Companies, Inc. (CAPC)
About this 10-Q
Capstone Companies, Inc filed this 10-Q on August 13, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $137.82K
- up 417.2% from $26.65K a year earlier
- Net loss
- $124.01K
- compared with a net loss of $325.1K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from _____________ to _____________
Commission File Number:
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) |
| ( |
| (Issuers Telephone Number) |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large, accelerated file, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See the definitions of “large, accelerated filer, “accelerated filer, “smaller reporting company and “emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging Growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
As of August 13, 2024, the Company had shares of Common Stock issued and outstanding. The Common Stock is quoted on the OTCQB Venture Market of the OTC Markets Group, Inc. under the trading symbol “CAPC”.
| 1 |
Use of Certain Defined Terms. Except as otherwise indicated by the context, the following terms have the stated meanings.
As used in this Form 10-Q Quarterly Report for the fiscal period ending June 30, 2024 (“Form 10-Q Report” or “Form 10-Q”), “COVID-19” refers to Coronavirus/COVID-19 virus and all variants of that virus, a highly contagious novel virus that was declared a global pandemic by the World Health Organization or “WHO on March 11, 2020. “COVID-19 pandemic” refers to “global pandemic” (as defined by WHO) caused by COVID-19. “Company”, “Capstone”, “we, “our”, and “us” refers to Capstone Companies, Inc. and its subsidiaries, unless context indicates just Capstone Companies, Inc.
Additionally:
| (1) | “Capstone Lighting Technologies, L.L.C.” or “CLTL” is a wholly owned subsidiary of Capstone Companies, Inc. |
| (2) | “Capstone International Hong Kong Ltd” or “CIHK” is a wholly owned subsidiary of Capstone Companies, Inc. and a Hong Kong registered Company, that is currently moving to a dormant status. |
| (3) | “Capstone Industries, Inc.”, a Florida corporation and a wholly owned subsidiary of CAPC, may also be referred to as “CAPI” |
| (4) | “Capstone Companies, Inc.”, a Florida corporation, may also be referred to as “we”, “us,” “our”, “Company”, or “CAPC”. Unless the context indicates otherwise, “Company” includes in its meaning all of Capstone Companies, Inc. Subsidiaries. |
| (5) | “China” means People’s Republic of China. |
| (6) | “W” means watts. |
| (7) | References to “33 Act” or “Securities Act” means the Securities Act of 1933, as amended. |
| (8) | References to “34 Act” or “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
| (9) | “SEC” or “Commission” means the U.S. Securities and Exchange Commission. |
| (10) | “Subsidiaries” means Capstone Industries, Inc. (“CAPI”), Capstone International H.K Ltd., (“CIHK”), and Capstone Lighting Technologies, Inc. (“CLTL”). |
| (11) | Any reference to fiscal year in this Annual Report on Form 10-K means our fiscal year, ending December 31, 2023. |
| (12) | “LED” or “LEDs” means a light-emitting diode component(s) which can be assembled into light bulbs or can be used in lighting fixtures. |
| (13) | “OEM” means “original equipment manufacturer. |
| (14) | “Connected Surfaces” or “Connected Products” means smart home devices with embedded sensors that provide communication and data transfer between the Connected Surface and internet-enabled systems of the Company or associated third parties. Connected Surfaces may permit internet access for defined functions. |
We may use “FY” to mean “fiscal quarter” and “Q” to mean fiscal quarter ended June 30, 2024.
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CAPSTONE COMPANIES, INC.
Quarterly Report on Form 10-Q
Six Months Ended June 30, 2024
TABLE OF CONTENTS
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CAPSTONE COMPANIES, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Assets: | (Unaudited) | |||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Due from affiliates | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity: | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accounts payable due to related party | ||||||||
| Notes payable related parties and accrued interest-current | ||||||||
| Notes payable unrelated party and accrued interest-current | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities: | ||||||||
| Deferred tax liabilities -long-term | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies: ( Note 4 ) | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred Stock, Series B-1, par value $ per share, authorized shares, issued and outstanding- shares at June 30, 2024, and December 31, 2023 (Liquidation Preference $15,000) | ||||||||
| Preferred Stock, Series C, par value $ per share, authorized shares, issued and outstanding -- shares | ||||||||
| Common Stock, par value $ per share, authorized shares, issued and outstanding shares at June 30, 2024 and December 31, 2023. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CAPSTONE COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross Profit | ( | ) | ( | ) | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Compensation | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Product development | ||||||||||||||||
| Other general and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expenses): | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other Income (Expenses), net | ( | ) | ( | ) | ||||||||||||
| Loss Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Tax Expense | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ( | ) | ( | ) | ||||||
| Net Loss per Common Share | ||||||||||||||||
| Basic and Diluted | $ | ) | $ | ) | ) | $ | ) | |||||||||
| Weighted Average Shares Outstanding | ||||||||||||||||
| Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CAPSTONE COMPANIES, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2024, AND JUNE 30, 2023
(Unaudited)
| Preferred Stock | Preferred Stock | Additional | ||||||||||||||||||||||||||||||||||
| Series B | Series C | Common Stock | Paid-In | Accumulated | Total | |||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Shares | Par Value | Capital | Deficit | Equity (Deficit) | ||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2023 | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2024 | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CAPSTONE COMPANIES, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Noncash lease expense | ||||||||
| Accrued interest added to notes payable related and unrelated parties | ||||||||
| Increase in accounts receivable, net | ( | ) | ||||||
| Decrease in inventories | ||||||||
| Decrease in prepaid expenses | ||||||||
| Decrease in deposits | ||||||||
| Increase in accounts payable and accrued liabilities | ||||||||
| Decrease in operating lease liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from notes payable related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Net Decrease in Cash | ( | ) | ( | ) | ||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest cash paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CAPSTONE COMPANIES, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Capstone Companies, Inc. (“CAPC”, “Company”, “we”, “our” or “us”), a Florida corporation and its wholly owned subsidiaries is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the consolidated financial statements.
Organization and Basis of Presentation
The condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s financial position as of June 30, 2024, and results of operations, stockholders’ equity and cash flows for the three and six months ended June 30, 2024 and 2023. All material intercompany accounts and transactions are eliminated in consolidation. These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the SEC relating to interim financial statements and in conformity with U.S. GAAP. Certain information and note disclosures have been condensed or omitted in the condensed financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. The condensed unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) filed with the SEC on March 29, 2024.
The operating results for any interim period are not necessarily indicative of the operating results to be expected for any other interim period or the full fiscal year.
Liquidity and Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
As of June 30, 2024,
the Company had negative working capital of $
For the six months ended June 30, 2024 and 2023,
the Company reported a $
These liquidity conditions raise substantial doubt about the Company’s ability to continue as a going concern. We are seeking alternative sources of liquidity, including but not limited to debt or equity funding through issuance of securities, or other alternative financing measures. However, instability in, or tightening of the capital markets, could adversely affect our ability to access the capital markets on terms acceptable to us. An economic recession or a slow recovery could adversely affect our business and liquidity. The lack of operating income from products and the financial condition of the Company are also hindering efforts to locate working capital funding. The Company is also pursuing a merger or acquisition with a private operating company as a means of improving the financial condition and prospects of the Company, but the Company has not located a potential candidate as of the date of this Form 10-Q. There can be no assurance that the Company will be able to locate and consummate any transaction to improve its liquidity condition.
Certain directors have provided necessary funding including a working capital line to support the Company’s cash needs through this period of revenue development, but this funding is limited in amount and frequency. Unless the Company succeeds in raising additional capital or successfully increases cash generated from operations, or finds and consummates an alternative transaction to improve its financial condition, management believes there is substantial doubt about the Company’s ability to continue as a going concern and meet its obligations over the next twelve months from the filing date of this Form 10-Q.
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Nature of Business
The Company has its principal executive offices in Deerfield Beach, Florida.
On April 13, 2012, the Company established a wholly owned subsidiary in Hong Kong, named Capstone International Hong Kong Ltd (“CIHK”) which provides support services such as engineering, new product development, product sourcing, factory certification and compliance, product price negotiating, product testing and quality control and ocean freight logistics for the Company’s other subsidiaries. With the shift of manufacturing to Thailand from China, the CIHK operation was downsized and dormant as of March 2022.
From 2007 until 2022, the Company, through Capstone Industries, Inc “CAPI”, was primarily engaged in the business of developing, marketing, and selling home LED products (“Lighting Products”) through national and regional retailers in North America and in certain overseas markets. The Lighting Products are targeted for applications such as home indoor and outdoor lighting and have different functionalities to meet consumer’s needs. Over the last few years there has been significant LED price erosion, which has commoditized LED consumer products. The LED category has matured and is no longer the innovative “must have” consumer product as in previous years. As such, the Company entered into another home goods product segment by developing a smart interactive mirror (“Smart Mirror”) for residential use. The Company planned for the Smart Mirror product launch in 2021, but its release to the retail market was delayed until March 2022 due to product development delays at the Company’s suppliers, resulting from the impact of COVID-19. The development of the Smart Mirrors was part of the Company’s strategic effort to find new product lines to replace the Lighting Products. The Smart Mirrors have not provided sufficient sustained revenues to support the Company operations.
The Company’s products have been typically manufactured in Thailand and China by contract manufacturing companies. As of the date of these consolidated financial statements, the Company’s future product development effort is focused on the development of a “Connected Surfaces” portfolio. The Connected Surfaces portfolio is designed to tap into consumer’s ever-expanding Internet of Things, wireless connected lifestyles prevalent today. The Company has finalized development of a kitchen appliance, the “Connected Chef”, which is a purpose-built tablet with an integrated platform for cooking accessories, i.e.: cutting board, and designed to safely deliver and access content on mobile and web based platforms. The Connected Chef is not yet in production and has not produced any pre-production sales orders or revenues as of the six months ended June 30, 2024. The Company would have to raise funding to pay for the production and acquisition of inventory for any Connected Chef orders, which funding may not be possible to raise in light of the financial condition of the Company.
In addition to efforts to develop the Connected Chef, the Company has also explored development or acquisition of a new business line.
As of the filing of this report, the Company has not identified a new business line that could, in the judgment of the Company, attract
working capital funding to sustain company operations, or provide sufficient operating revenues to sustain Company operations through
2024. The Company is continuing efforts to locate a new business line in case efforts to internally establish a new product line do not
succeed. The financial condition of the Company and low market price of its Common Stock adversely affects the Company’s ability
to acquire or fund a new business line.
The Company’s operations consist of one reportable segment for financial reporting purposes: Consumer Home Goods.
Inventories
The Company’s
inventory, which consisted of finished Thin Cast Smart Mirror products for resale to consumers by Capstone, was recorded at the lower
of landed cost (first-in, first-out) or net realizable value. The Company writes down its inventory balances for estimates of excess
and obsolete amounts. During the fourth quarter of 2023, Management reviewed the valuation of inventory on hand and decided to write
off all Smart Mirror inventory as of December 31, 2023, resulting in a $
| 9 |
Goodwill
On
September 13, 2006, the Company entered into a Stock Purchase Agreement with Capstone Industries, Inc., a Florida corporation
(“CAPI”). Capstone was incorporated in Florida on May 15, 1996, and is engaged primarily in the business of wholesaling
technology inspired consumer products to distributors and retailers in the United States. Under the Stock Purchase Agreement, the
Company acquired 100% of the issued and outstanding shares of CAPI’s Common Stock, and recorded goodwill of $
Fair Value Measurement
The accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC), “Fair Value Measurements and Disclosures (ASC 820-10) requires the Company to make disclosures about the fair value of certain of its assets and liabilities. ASC 820-10 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. ASC 820-10 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are as follows:
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
Level 3: Significant unobservable inputs.
Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding as of June 30, 2024 and 2023. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For calculation of the diluted earnings per share, the basic weighted average number of shares is increased by the dilutive effect of stock options and warrants using the treasury stock method. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of June 30, 2024 and 2023, the total number of potentially dilutive common stock equivalents excluded from the diluted earnings per share calculation was options, warrants and of preferred B-1 stock convertible into shares of common stock for 2024 and options, warrants and of preferred B-1 stock convertible into shares of common stock for 2023.
Revenue Recognition
The Company has generated revenue from developing, marketing and selling consumer products through national and regional retailers. The Company’s products are targeted for applications such as home indoor and outdoor lighting as well as Internet-of-Thing devices and will have different functionalities. Capstone currently operates in the consumer electronic products category in the Unites States and in specific overseas markets. These products may be offered either under the Capstone brand or a private brand. The Company does not have a product line that is generating revenues as of the date of the filing of this Form 10-Q.
A sales contract occurs when the customer-retailer submits a purchase order to buy a specific product, a specific quantity, at an agreed-fixed price, within a ship window, from a specific location and on agreed payment terms. The selling price in all of our customers’ orders has been previously negotiated and agreed to including any applicable discount prior to receiving the customer’s purchase order. The stated unit price in the customer’s order has already been determined and is fixed at the time of invoicing.
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The Company recognized lighting product revenue when the Company’s performance obligations as per the terms in the customers purchase order have been fully satisfied, specifically, when the specified product and quantity ordered has been manufactured and shipped pursuant to the customers requested ship window, when the sales price as detailed in the purchase order is fixed, when the product title and risk of loss for that order has passed to the customer, and collection of the invoice is reasonably assured. This means that the product ordered and to be shipped has gone through quality assurance inspection, customs and commercial documentation preparation, the goods have been delivered, title transferred to the customer and confirmed by a signed cargo receipt or bill of lading. Only at the time of shipment when all performance obligations have been satisfied will the judgement be made to invoice the customer and complete the sales contract.
Marketing allowances include the cost of underwriting an in-store instant rebate coupon or a target markdown allowance on a specific product. The Company retains these allowances for a period of 3 to 5 years in the event the customer chargebacks for a promotional allowance against an open invoice or submits an invoice for their claim. Cash discounts represent discounts offered to the retailer off outstanding accounts receivable in order to initiate early payment. These allowances are evaluated when our relationship with a customer is terminated, or we cease selling a specific product to a customer and may be released as other income if deemed not required.
Direct-to-consumer orders for the Connected Surfaces Smart Mirrors were sold initially through e-commerce platforms. The Company also sold the Connected Surfaces Smart Mirror program through independent retailers. The Company only billed the customer and recognized revenue upon the customer obtaining control of the Smart Mirror order which generally occurred upon delivery.
The Company expenses license royalty fees and sales commissions when incurred and these expenses are recognized during the period the related sale is recorded. These costs are recorded within sales and marketing expenses.
The following table presents net revenue by geographic location which is recognized at a point in time:
| Schedule of net revenue by major source | ||||||||||||||||
| For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | |||||||||||||||
| Revenues | % of Revenue | Revenues | % of Revenue | |||||||||||||
| Lighting Products – U.S. | % | |||||||||||||||
| Smart Mirror Products- U.S. | % | % | ||||||||||||||
| Total Net Revenue | $ | % | $ | % | ||||||||||||
We provide our wholesale customers with limited rights of return for non-conforming product warranty claims. As a policy, the Company does not accept product returns from customers, however occasionally as part of a customers in store test for new product, we may receive back residual inventory.
Smart Mirror customer orders were shipped within one to two days of receipt. Revenue was recorded upon processing of the sale with a third-party merchant processor such as Stripe or Amazon Pay. Lighting Product customer orders received were not long-term orders and were typically shipped within six months of the order receipt, but certainly within a one-year period.
Our Smart Mirror customers were charged when executing the e-commerce purchase. We do not have extended payment terms for our Smart Mirror customers. Our Lighting Product payment terms varied by the type of customer, the customer’s credit standing, the location where the product will be picked up from and for international customers and which country their corporate office is located. The time between invoicing date and when payment is due may vary between 30 days and 90 days depending on the customer type. To ensure there are no payment issues, overseas customers or new customers may be required to provide a deposit or full payment before the order is delivered to the customer. As of June 30, 2024, the Company was not actively marketing the Smart Mirror products and existing inventory was expensed as of December 31, 2023.
Sales reductions
for anticipated discounts, allowances and promotional coupons are recognized during the period the related revenue is recorded. The discounts,
allowances and promotional coupons amounted to approximately $
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Warranties
As of June 30, 2024, the Company is not marketing or selling any products, but is focused on developing the Connected Chef as a potential new product and, as an alternative approach, acquiring or developing a new business line. Efforts to develop the Connected Chef as a new product line had not succeeded as of June 30, 2024.
For the LED product line, the Company provides the end user with limited rights of return as a consumer assurance warranty on all products sold, stipulating that the product will function properly for the warranty period. The warranty period for all products is one year from the date of consumer purchase.
Certain retail customers may receive an off invoice-based discount such as a defective/warranty allowance, that will automatically reduce the unit selling price at the time the order is invoiced. This allowance will be used by the retail customer to defray the cost of any returned units from consumers and therefore negate the need to ship defective units back to the Company. Such allowances are charged to cost of sales at the time the order is invoiced. For those customers that do not receive a discount off-invoice, the Company recognizes a charge to cost of sales for anticipated non-conforming returns based upon an analysis of historical product warranty claims and other relevant data.
For the online Smart Mirror customers, the product has a One Year Limited Warranty. The purchaser must register the product within 30 days from date of purchase with specific product information to activate the warranty. Capstone warrants the product to be free from defects in workmanship and materials for the warranty period. If the product fails during normal and proper use within the warranty period, Capstone at its discretion, will repair or replace the defective parts of the product, or the product itself.
We evaluate our warranty
reserves based on various factors including historical warranty claims assumptions about frequency of warranty claims, and assumptions
about the frequency of product failures derived from our reliability estimates. Actual product failure rates that materially differ from
our estimates could have a significant impact on our operating results. Product warranty reserves are reviewed each quarter and recognized
at the time we recognize revenue. The Company accrued warranty liability of $
Sales and Marketing
Sales and marketing
costs, including advertising, public relations, and trade show expenses, are expensed as incurred and included in sales and marketing
expenses. Sales and marketing expenses were $
Product Development
When the Company has a product in production our research and development team located in Thailand working with our designated factories, are responsible for the design, development, testing, and certification of new product releases. Our engineering efforts support product development across all products, as well as product testing for specific overseas markets. All research and development costs are charged to results of operations as incurred.
Our research and development team located in Thailand working with our designated factories, are responsible for the design, development, testing, and certification of new product releases. Our engineering efforts support product development across all products, as well as product testing for specific overseas markets. All research and development costs are charged to results of operations as incurred.
For the six months
ended June 30, 2024, and 2023, product development expenses were $
Accounts Payable and Accrued Liabilities
The following table summarizes the components of accounts payable and accrued liabilities as of June 30, 2024, and December 31, 2023, respectively:
| Schedule of components of accounts payable and accrued liabilities | ||||||||
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable due to related parties | ||||||||
| Accrued warranty reserve | ||||||||
| Accrued compensation and deferred wages | ||||||||
| Total | $ | $ | ||||||
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Income Taxes
The Company is subject to income taxes in the U.S. federal jurisdiction, various state jurisdictions and certain other jurisdictions.
The Company accounts for income taxes under the provisions of 740 Income Taxes. ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities. The Company and its U.S. subsidiaries file consolidated income tax returns.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.
Tax regulations within each jurisdiction are subject to the interpretation of the relaxed tax laws and regulations and require significant judgement to apply. The Company is not subject to U.S. federal, state and local tax examinations by tax authorities generally for a period of 3 years from the later of each return due date or date filed. If the Company were to subsequently record an unrecognized tax benefit, associated penalties and tax related interest expense would be recorded as a component of income tax expense.
The Company accounts for stock-based compensation under the provisions of ASC 718 Compensation- Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expenses over the requisite service periods in the Company’s condensed consolidated statements of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. In conjunction with the adoption of ASC 718, the Company adopted the straight-line single option method of attributing the value of stock-based compensation expense. The Company accounts for forfeitures as they occur.
Stock-based compensation expense recognized during each of the six months ended June 30, 2024, and 2023 was $.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The Company evaluates its estimates on an ongoing basis, including those related to revenue recognition, periodic impairment tests, product warranty obligations, valuation of inventories, tax related contingencies, valuation of stock-based compensation, other contingencies and litigation, among others. The Company generally bases its estimates on historical experience, agreed obligations, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Historically, past changes to these estimates have not had a material impact on the Company’s financial statements. However, circumstances could change, and actual results could differ materially from those estimates.
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Adoption of New Accounting Standards
In June 2016, the FASB issued Accounting Standards Update (“ASU) 2016-13, “Financial Instruments – Credit Losses. This ASU sets forth a current expected credit loss model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In November 2019, the effective date of this ASU was deferred until fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASC 326 on January 1, 2023, and ASC 326 did not have a material impact on its condensed consolidated financial statements.
In November 2023, the FASB issued Accounting Standards Update 2023-07 – Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280. ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company adopted ASC 280 on January 1, 2024, and ASC 280 did not have a material impact on its condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued Accounting Standards Update 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 will become effective beginning of our 2025 fiscal year. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.
NOTE 2 - CONCENTRATIONS OF CREDIT RISK AND ECONOMIC DEPENDENCE
Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts receivable. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
Cash
The Company at times has cash with its financial institution in excess of Federal Deposit Insurance Corporation (“FDIC) insurance limits. The Company places its cash with high credit quality financial institutions which minimize the risk of loss. To date, the Company has not experienced any such losses. As of June 30, 2024 and December 31, 2023, the Company did not have any cash deposits in excess of FDIC insurance limits.
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Accounts Receivable
The Company grants credit to its customers, located throughout the United States and their international locations. The Company typically does not require collateral from national retail customers. Credit risk is limited due to the financial strength of the customers comprising the Company’s customer base and their dispersion across different geographical regions. The Company monitors exposure of credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. Stripe is the company that processes online payments for our e-commerce website. We should receive payment from them within 3 days of the product shipment. If the product is shipped through Amazon online platform, it could take between 20 and 30 days for collection.
Financial instruments that potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
Major Customers
The Company
had two customers who comprised
Major Vendors
The Company had one
vendor from which it purchased
NOTE 3 – NOTES PAYABLE TO RELATED AND UNRELATED PARTIES
Purchase Funding Agreement with Directors and Unrelated Party
On
July 2, 2021, the Board of Directors (“Board”) resolved that the Company required a purchase order funding facility to procure
additional inventory to support the online Smart Mirror business. The Board resolved that certain Directors could negotiate the terms
of a Purchase Order Funding Agreement for up to $1,020,000 with Directors Stewart Wallach and Jeffrey Postal and E. Fleisig, a natural
person who is not affiliated with the Company. This agreement was finalized on October 18, 2021, and the Company received the funding
of $1,020,000 on October 18, 2021 with an original maturity of April 2023. Under this agreement the interest terms are 5% based on a
365- day year. The note payable is due on September 13, 2024. As of June 30, 2024, the principal outstanding and accrued interest is
$
Working Capital Loan with Directors and Unrelated Party
On
May 1, 2022, the Company negotiated three $200,000 working capital funding agreements, to provide $600,000 in funding for daily operations.
The Board resolved that certain Directors could negotiate the terms of a Working Capital Funding Agreement for up to a total of $600,000,
with Directors Stewart Wallach (through Group Nexus, a company controlled by Mr. Wallach), Jeffrey Postal, and Mouhaned Khoury, a natural
person. The term of each agreement is 18 months with principal accruing a simple interest rate of 5 percent per annum, maturing
On
October 13, 2022, the Company negotiated a $50,000 Working Capital Funding agreement with Director Jeffrey Postal, a director, to provide
funding for daily operations. The initial term of this agreement was 18 months and was amended
to mature November 1, 2024. Principal accrues simple interest at a rate of 5 percent per annum. As of June 30, 2024, the principal outstanding
and accrued interest is $
On
December 1, 2022, the Company negotiated a $50,000 Working Capital Funding agreement with Jeffrey Postal, a director, to provide funding
for daily operations. The initial term of this agreement was 18 months and was amended to mature November 1, 2024. Principal accrues
simple interest at a rate of 5 percent per annum. The loan may be prepaid in full or partially without any penalty. As of June 30, 2024,
the principal outstanding and accrued interest is $
On
January 3, 2023, the Company negotiated a $40,000 Working Capital Funding agreement with Director Stewart Wallach (through Group Nexus,
a company controlled by Mr. Wallach), to provide funding for daily operations. Principal accrues simple interest at a rate of 5 percent
per annum, amended to mature
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On
March 27, 2023, the Company negotiated a Working Capital Funding agreement with Director Stewart Wallach to provide funding for daily
operations. Total funding under the agreement amounted to $
On
January 16, 2024, the Company negotiated a Working Capital Funding agreement with Director Jeffrey Postal to provide $50,000 in funding
for daily operations. Principle accrues simple interest at a rate of 5 percent per annum, amended to mature November 1, 2024. The loan
may be prepaid in full or partially without any penalty. As of June 30, 2024, the principal outstanding and accrued interest is $
As of June
30, 2024 and December 31, 2023, the Company had a total of $
| Schedule for notes payable to related party | ||||||||
| Notes Payable | ||||||||
| June 30, 2024 | December 31, 2023 | |||||||
| Current portion of notes payable and accrued interest, related parties | $ | $ | ||||||
| Current portion of notes payable and accrued interest, unrelated parties | ||||||||
| Total notes payable principal and accrued interest | ||||||||
| Less accrued interest | ( | ) | ( | ) | ||||
| Total notes payable | $ | $ | ||||||
Management believes that without additional capital or increased cash generated from operations, there is substantial doubt about the Company’s ability to continue as a going concern and meet its obligations over the next twelve months from the filing date of this report.
NOTE 4– COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company had operating lease agreements for its principal executive offices in Fort Lauderdale, Florida that expired June 30, 2023. The Company’s principal executive office were located at 431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441. The Company did not renew the expiring operating lease.
On July 1, 2023, the Company commenced an office space license to use designated office space at #144-V, 10 Fairway Drive, Suite 1000, Deerfield Beach, Florida 33441. The short-term lease is a month-to-month agreement for professional office space for a monthly fee of $75 with a security deposit of $75. The agreement may be terminated by the Company or the licensor of the office space upon a written notice provided thirty (30) days in advance.
The Company’s
rent expense is recorded on a straight-line basis over the term of the lease. The rent expense for the six months ended June 30, 2024
and 2023, amounted to $
Employment Agreements
On February 5, 2023, the Company entered into a new Employment Agreement with Stewart Wallach, whereby Mr. Wallach will be paid $301,521 per annum. The initial term of this new agreement began February 5, 2023 and ends February 5, 2025. The parties may extend the employment period of this agreement by mutual consent with approval of the Company’s Board of Directors, but the extension may not exceed two years in length.
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Beginning in 2020
and through 2024, executive salaries and consulting fees have been deferred from time to time to conserve cash flow. Deferrals amounted
to $
There is a provision in Mr. Wallach’s employment agreement, if his employment is terminated by death or disability or without cause, the Company is obligated to pay to his estate or him, an amount equal to accrued and unpaid base salary as well as all accrued but unused vacation days through the date of termination. The Company will also pay sum payments equal to: the sum of twelve (12) months base salary at the rate he was earning as of the date of termination and (b) the sum of “merit” based bonuses earned by the him during the prior calendar year of his termination. Any payments owed by the Company shall be paid from a normal payroll account on a bi-weekly basis in accordance with the normal payroll policies of the Company. The amount owed by the Company to Mr. Wallach, from the effective Termination date, will be paid out bi-weekly over the course of the year but at no time will be no more than twenty (26) installments. The Company will also continue to pay his health and dental insurance benefits for 6 months starting at the Executives date of termination. If he had family health coverage at the time of termination, the additional family premium obligation would remain theirs and will be reduced against his severance package. The employment agreements have an anti-competition provision for 18 months after the end of employment.
The Company did not accrue for benefits owed at the time of death or disability as it is not probable as of the period ended June 30, 2024.
The following table summarizes potential payments upon termination of employment :
| Schedule of potential payments upon termination of employment | ||||||||||||||||||||
| Salary Severance |
Bonus Severance |
Gross
up Taxes |
Benefit Compensation |
Grand Total | ||||||||||||||||
| Stewart Wallach | $ | $ | $ | $ | $ | |||||||||||||||
Directors Compensation
On July 5, 2022, the Board voted to suspend granting compensation to the independent directors for the remainder of the fiscal year 2022. There have been no payments to the Board of Directors since the year ended December 31, 2022.
NOTE 5 - STOCK TRANSACTIONS
Warrants
On April 28, 2021, Company issued common stock warrants to purchase 199,733 shares of common stock at an exercise price of $0.66 and exercisable for five years from the issuance date. The warrants were issued to Wilmington Capital Securities, LLC, a FINRA and SEC registered broker under a financial services and placement agreement with a broker dealer in connection with the Company’s placement of $1.4 million of restricted shares of common stock to five investors on April 5, 2021. The issuance of these warrants were made an exemption from registration under Section 4(a)(2) and Rule 506(b) of Regulation D under the Securities Act.
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As of June
30, 2024 and December 31, 2023, the Company had
Series B-1 Preferred Stock
On June 7, 2016, the Company authorized 3,333,333 of the B-1 preferred stock(“B-1”). The B-1 preferred stock are convertible into common shares, at a rate of 66.66 of common stock for each share of B-1 convertible preferred stock. The par value of the B-1 preferred shares is $0.0001. The B-1 shares shall not be entitled to any dividends and have no voting rights. In the event of a liquidation, the B-1 holders are entitled to distribution prior to common stockholders but not before any other preferred stockholders.
On January 4, 2021, the Company entered a $750,000 working capital loan agreement with Directors Stewart Wallach and Jeffrey Postal (“Lenders”). In consideration for the Lenders allowing for loan advances under the loan agreement, a below market rate of interest and the loan made on an unsecured basis, as payment of a finance fee for the loan, the Company issued a total of 7,500 shares of B-1 Convertible Preferred Stock to each of the Lenders. Each preferred share converts into 66.66 shares of common stock at option of Lender. The Preferred Shares and any shares of common stock issued under the loan agreement are “restricted” securities under Rule 144 of the Securities Act of 1933, as amended.
The B-1 shares
have a liquidation preference of $
Options
In 2005, the Company authorized the 2005 Equity Plan that made available shares of common stock for issuance through awards of options, restricted stock, stock bonuses, stock appreciation rights and restricted stock units.
As of June 30, 2024, there were stock options outstanding and vested held by directors of the Company. The stock options have a weighted average exercise price of $ and have a weighted average contractual term remaining of years. During the six months ended June 30, 2024, there were stock option grants, exercises, or forfeitures and stock-based compensation expense.
Adoption of Stock Repurchase Plan
On August 23, 2016, the Company’s Board of Directors authorized the Company to implement a stock repurchase plan for up outstanding common stock. The repurchase plan may be discontinued at any time at the Company’s discretion.
On December 19, 2018, Company entered a Purchase Plan pursuant to Rule 10b5-1 under the Exchange Act, with Wilson Davis & Co., Inc., a registered broker-dealer. Under the Purchase Plan, Wilson Davis & Co., Inc will make periodic purchases of shares at prevailing market prices, subject to the terms of the Purchase Plan.
On
May 31, 2019, the Company’s Board of Directors the maximum amount of aggregate funding available for possible stock repurchases
under the stock repurchase program remained at $
During May and June 2022, the Company repurchased shares of the Company’s outstanding common stock in the open market. The total purchase cost was $.
On July 7, 2022, the Board of Directors resolved to discontinue the stock purchase agreement.
As of June
30, 2024, a total of
NOTE 6 - SUBSEQUENT EVENTS
Extension of Working Capital Notes Payable
On
July 30, 2024, the $
On
July 30, 2024, the $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2023 Annual Report.
Cautionary Statement Regarding Forward-Looking Statements
This Form 10-Q Report contains forward-looking statements that are contained principally in the sections describing our business as well as in “Risk Factors, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. All statements other than statements of historical facts contained, or incorporated by reference, in this Form 10-Q Report, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations, our ability to weather the impacts of the any pandemic or similar event, financing opportunities, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures are forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” in our latest 2023 Annual Report. In some cases, you can identify forward-looking statements by terms such as “anticipates, “believes, “could, “estimates, “expects, “intends, “may, “plans, “potential, “predicts, “projects, “should, “would and similar expressions (including the negative and variants of such words). Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to various risks and uncertainties. Given these uncertainties, a reader of this Form 10-Q Report should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this Form 10-Q Report are made as of the date of filing this Form 10-Q Report. You should not rely upon forward-looking statements as predictions of future events. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Examples of these risks, uncertainties and other factors include, but are not limited, to the impact of:
· Company has no product line or operations generating revenues and has relied on loans or advances from its chief executive officer to sustain basic executive operations, which funding is not assured to fund those operations through fiscal year 2024. If Company cannot find outside funding to develop and promote a new product line or acquire a new business line in fiscal 2024, Company may lack sufficient funds to sustain operations.
· Company needs to find third party funding to fund development, marketing and acquisition of inventory for any new product line, and lacks such funding to market and purchase inventory for the Connected Chef, which is the only product ready for production as of June 30, 2024. Since the Company lacks hard assets, has no revenue generating operations, and significant debts, and as the Common Stock has a low market price and limited liquidity, third party funding may not be available to produce and promote a new product line.
· Company may be unable to acquire a new business line or acquire a new business line that is able to fund the overhead necessary to maintain the Company as a public company.
· The financial condition of the Company raises a substantial doubt about the Company’s ability to continue as a going concern.
· The significant debt obligations, while mostly owed to two of the Company’s directors, if not resolved or restructured, may pose a hinderance to developing a profitable new product line or acquisition of a new business line.
· The Company may be unable to restructure or resolve all or most of its debt obligations in any transaction for acquisition of a new business or business line, or to fund production and promotion of any new product line.
· Other risk factors are stated in Item 1A of Company’s 2023 Annual Report.
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It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial, or which are unknown as of the date of the filing of this Form 10-Q.
The challenge facing the Company is acquire a new business line, or to establish a new profitable product line, whether the Connected Chef or another product line, before the cost of marketing and penetrating a new product market company impose unsustainable financial burdens and losses on the Company.
The Company is a “penny stock” company under Commission rules and the public stock market price for our common stock is impacted by the lack of significant institutional investor and primary market maker support. Investment in our common stock is highly risky and should only be considered by investors who can afford to lose their investment and do not require on demand liquidity. Potential investors should carefully consider risk factors in our SEC filings. The Company’s common stock lacks the primary market maker and institutional investor support to protect the public market from being unpredictable and volatile. Investors may not have liquidity or desired liquidity in our common stock as an investment. With the lack of any revenues and active business line, any investment in the Company’s common stock would be highly risky.
The above examples are not exhaustive and new risks emerge from time to time. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions, or circumstances on which any such statement was based, except as required by law.
Overview of Our Business
Capstone Companies, Inc. (“Company” or “CAPC”) is a public holding company organized under the laws of the State of Florida. The Company is a designer, manufacturer and marketer of consumer inspired products that simplify daily living through technology. Over the past decade, the Company’s various product lines have been distributed globally including consumer markets in Australia, Japan, Korea, North America, South America, and the United Kingdom. The primary operating subsidiary is Capstone Industries, Inc. (“CAPI”), a Florida corporation located at the principal executive offices of the Company. Capstone International Hong Kong, Ltd., or “CIHK”, was established to expand the Company’s product development, engineering, and factory resource capabilities. With the 2021 shift of manufacturing to Thailand from China, the CIHK operation was dormant.
The Company’s focus through 2017 was the integration of LEDs into most commonly used consumer lighting products in today’s home. The LED category has matured and is no longer the innovative “must have” consumer product as in previous years, as such, revenues for the LED product line have declined significantly in 2023. The Connected Surfaces is the Company’s effort to establish business in an emerging segment that is intended for future revenue growth. The smart home segment is the umbrella category in which we intend to participate with the Connected Surfaces program. The Connected Surfaces products did not achieve significant sales in 2023 – either online or through efforts to sell in bulk to brick-and-mortar, “big box” retailers and all inventory was expensed as of December 31, 2023.
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The Connected Chef, is a purpose-built kitchen tablet with an accessory platform to accommodate food prep accessories such as a cutting board. The Connected Chef has Google mobile service allowing for pre-installation of specific Google applications including Playstore, voice assistant, and YouTube. The Connected Chef was ready for formal introduction in quarter four of 2023, and the Company has actively marketing the Connected Chef tablet to appliance manufacturers and distributors, but the product has no purchase commitments from retailers as of the date of the filing of this Form 10-Q. Due to the lack of orders and funding, the Connected Chef is not in production. Further, the Company will have to raise funding to fund production costs and inventory acquisitions, which funding may not be available to the Company and has not been obtained as of June 30, 2024.
The Company will require third party funding to cover operating overhead and to resume any future efforts to fund its marketing and product launch campaigns. Any future revenue or growth from a new product line, if any, will be directly impacted by the level of exposure, messaging and distribution capabilities as well as the Company’s ability to fund production, inventory and shipment. Certain members of the Company’s management (“Corporate Insiders and Directors”) have provided short-term funding to support the Company’s basic operational funding needs, but there is no guarantee that this funding will continue or be adequate to fund operations or fund any continued Connected Chef program marketing and any production and inventory if sales are pre-production orders are obtained. Funding would also be required to fund any modifications or enhancements to a new product line to meet consumer demand.
Liquidity and Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
For the six months ended June 30, 2024 and 2023, the Company reported a $111,000 or 346% increase in net revenue from $32,000 in 2023 to $143,000 in 2023. The increase in revenue period to period is due to a liquidation sale of the Smart Mirrors for $80,000. The net loss for the six months ended June 30, 2024 and 2023 was $386,000 as compared to $792,000 in 2023. During the six months ended June 30, 2024 and 2023 the Company used in operating activities approximately $109,000 of cash in 2024 and $390,000 in 2023. The decrease in net cash used in operations primarily relates to decrease in right of use operating lease expense for the non-renewal of the office lease, and decreases in inventory, accounts payable balances during 2024 as the company has moved to a remote work environment and decreased overhead costs significantly. See Note 1.
As of June 30, 2024, the Company has negative working capital of approximately $3,656,000 and an accumulated deficit of $11,183,000. The Company’s cash balance decreased by approximately $20,000 from $36,000 as of December 31, 2023 to $16,000 as of June 30, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
As discussed above, if the Connected Surfaces program is not accepted by consumers, then the lack of revenue would have a material adverse effect on our business, financial condition, results of operations and liquidity.
The Company is actively seeking alternative sources of liquidity, including but not limited to accessing the capital markets, or other alternative financing measures. However, instability in, or tightening of the capital markets, could adversely affect our ability to access the capital markets on terms acceptable to us. An economic recession or a slow recovery could adversely affect our business and liquidity.
The Company reviews alternatives to its current business approach, including, without limitation, sale of the public company or merger of the Company with a private operating company and other common strategic alternatives to a company facing business and financial challenges and uncertainties such as ours. Management is closely monitoring its operations, liquidity, and capital resources and is actively working to minimize the current and future impact of this unprecedented situation.
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Director and Chief Executive Officer, Stewart Wallach, has funded working capital since 2022 as the Company navigates these challenges. Total working capital note proceeds received as of the date of this filing are $632,500. The
note payable accrues simple interest at a rate of 5 percent per annum, matures October 15, 2024, with the ability for the Company to request a 90-day extension.
Our Current Strategy
The Company’s looking forward strategy is focused on developing a new Connected Surfaces product, the Connected Chef, that can generate sufficient revenues to sustain the Company’s operations or alternatively, locate a new business line that can accomplish sustainability of operations. These efforts will depend on having adequate working capital from funding to establish a new product line or acquire a new business line and adequate cash flow from product sales or the new business line. We may be unable to achieve sufficient working capital when and, in the amounts, required to meet operational needs and overhead or to pursue or establish a new product lines or a new business line. We have not achieved adequate funding as of the date of the filing of this Form 10-Q report and we may be unable to achieve sufficient working capital when and, in the amounts, required to meet operational needs and overhead. The lack of adequate, timely and affordable funding may undermine the efforts of the Company to establish a revenue stream from the Connected Chef product line or continue operations while seeking to develop or acquire a new business line, and efforts to sustain Company operations.
As a consumer product company, the Company competes in competitive consumer market channels that can be affected by volatility from a number of general business and economic factors such as, consumer confidence and preferences, employment levels, new technologies, credit availability, costs and barriers of producing products from foreign original equipment manufacturers (“OEMs”) and commodity costs. Demand for the Company’s products is highly dependent on economic drivers such as consumer spending and discretionary income. The Company faces competition from numerous competitors in the consumer product industry, foreign and domestic, and some of those competitors have substantially greater market share, brand recognition, distribution and financial and technical resources than the Company. The Company’s strategy has historically been to develop well designed and made products that appeal to a niche market. When the Company is producing and promoting a product line, the Company relied on the production and engineering resources and technical expertise of its contract manufacturers to compensate for a lack of those resources internally. The lack of working capital hinders the ability of the Company to leverage the development, design and production capabilities of OEMs.
Due to working capital constraints, and results from prior e-commerce marketing efforts, the Company is not investing any significant funds in e-commerce marketing and promotion efforts and is re-evaluating the potential of e-commerce efforts to generate significant revenues. The Company is focusing on direct sales or a licensing agreement with appliance manufacturers and distributors with the Connected Chef product line.
Subject to adequate funding and favorable cash flow from Connected Surfaces products, which has not been achieved, the Company is exploring various potential initiatives to execute its traditional organic growth strategy, which is designed to enhance its market presence, expand its customer base and maintain its recognition as an industry leader in new product development, and also alternative business lines and new product lines. Key elements of our traditional organic growth strategy include:
Connected Surfaces. While consistently launching successful lighting programs in years prior to 2022, the Company determined that it needed to develop a new product line with greater profit margin potential than LED Lighting and as a replacement revenue generating source. The Company refocused its development and marketing initiatives and is focused on developing the Connected Surfaces products as its primary business line to replace the LED lighting business, which is no longer being actively promoted by the Company. The discontinuance of the LED lighting product line was due to gross margin reductions as a result of increased tariffs.
The Company’s existing product roadmap outlines a plan for an additional product launch at the end of 2024, branded the “Connected Chef”, a kitchen appliance item, which is a purpose-built tablet integrated into a multi-purpose cutting board and designed to safely deliver and access content on mobile and web-based platforms a kitchen utility item. The Company received Google Mobile Service (“GMS”) approval during 2023 which allows the tablet integrated in the Connected Chef to operate the Android Operating System and pre-install Google’s proprietary applications such as Chrome, Drive, Gmail, Playstore, Youtube directly through the Connected Chef tablet (“Google” is a trademark of Google LLC, a subsidiary of Alphabet, Inc., a SEC reporting company). Rather than using and sharing recipes on one’s smartphone in the kitchen, recipes can be looked up directly using the users preferred search engine (like, Chrome). With access to content online with millions of cooking and food related websites and videos as well as tutorials and cooking classes all in one place the Connected chef™ becomes a digital recipe bookshelf. The Connected Chef™ also provides a cleaner and safer appliance in the cooking area. The Connected Chef is designed to become an anchor in the digital kitchen. The design is aimed at tastefully styled and coupled with excellent quality in order to appeal to the discerning eye while maintaining affordability for mainstream use.
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The Company believes the Connected Chef program could leverage existing relationships with its traditional retail partners and collectively contribute organic growth for the Company, as well as serving as a basis for partnering with appliance manufacturers and distributors. The ability of the Company to promote any of its Connected Surface products and any new, related “connected” consumer products will depend on securing adequate, affordable and timely funding from lenders and investors. As of the date of the filing of this Form 10-Q report, the Company has not secured that funding and the Connected Chef is not in production and has no pre-production orders. Chief Executive Officer and Director Stewart Wallach has been providing interim financing of basic operations while the Company pursues other financing options for new product development and marketing and sustaining Company operations.
Perceived or Essential Strengths
The Company does not have a product line in production and generating revenues as of June 30, 2024. Prior to the maturing of the LED product line in 2021-2022, Capstone believes that the following competitive strengths have traditionally served to support its business strategies:
In North America, the Company has been recognized for more than a decade as an innovator and highly efficient, low-cost manufacturer in several product niches. Capstone believes that its insight into the needs of retail programming and its proven execution track record with noted retailers globally positions it well for future growth.
The Company’s chief executive officer has over three decades and has successfully built and managed other consumer product companies.
In the past, the operating management’s experience in hardline product manufacturing has prepared the Company for successful entries into various consumer product markets, especially its experience in using foreign OEMs to provide capabilities not possessed internally by our company.
Product Quality: With prior product lines, the Company has achieved high quality in product’s design and utility through a combination of sourcing quality components, stringent manufacturing quality control and conducting rigorous third-party testing. To deliver cost-competitive products without compromising quality standards, we leveraged purchasing volume and capitalize on strategic vendor relationships. If the Company can obtain the necessary funding to launch the Connected Chef product line, the Company believes that its traditional operating strengths will continue to benefit a new product line based on past performance. This assumption may prove misplaced when and if the Company achieves sufficient working capital to extensively market and produce the Connected Chef. The Company has no marketing studies to support an assumption about the appeal to consumers of the Connected Chef as a viable product line.
Perceived Weaknesses
The Company lacks a product line generating revenues sufficient to sustain operations. The Company’s lack of a product line generating sufficient revenue to support operations and lack of sufficient working capital funding have delayed the extensive marketing, beyond marketing efforts of Management, of its new proposed product line, The Connected Chef. The Company anticipates that it may need to locate third party funding to replace or supplement the funding being provided by the Company’s chief executive officer in order to sustain operations through fiscal year 2024.
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When the Company had a product line generating sufficient revenues and adequate working capital, the Company did not possess the business, marketing, technical and financial resources of larger or mid-sized competitors or the brand recognition, distribution channels or domestic and international markets of some of the larger competitors. The Company will face that same disadvantage with any new product line or new business line. The declining financial performance of the Company due to discontinuation of the LED lighting product line and failure of the Connected Surface Smart Mirrors to replace the LED lighting product line as a viable revenue source has placed the Company in a seriously weakened financial position, which in turn increases the need for working capital funding from investors or lenders. The Company lacks a credit line for long-term general working capital or growth. The Company lacks the hard assets for affordable, sufficient debt financing and the low market price of its Common Stock makes equity funding difficult in terms of finding suitable investors who will provide adequate, affordable, timely working capital funding.
In the past and with any new product line or new business line, the Company’s products will face the risk of new technologies or functionalities shifting consumer demand away from the products produced by the Company. The Company may lack the financial resources or ability to license or acquire new technologies or functionalities in demand by consumers, which failure may undermine the commercial viability of Company’s product line. The financial condition of the Company may also discourage potential purchasers of a new product line.
The product launch of the Smart Mirrors did not meet projected revenue goals for 2023 or the first half of 2024 and has since been discontinued with the remaining inventory sold in a liquidation sale during the second quarter of 2024. The Company’s investment in e-commerce marketing did not produce desired sales or market penetration for Connected Surfaces Smart Mirror. These factors coupled with a lack of bulk orders from Big Box retailers left the Company without a viable product line and a revenue generating source sufficient to sustain the Company.
Any plan to expand the Company’s product portfolio through Connected Surfaces involves the inherent risk of increased operating and marketing costs without a corresponding increase in operational revenues and profits. Expense categories including prototyping, engineering, advertising, public relations, tradeshows and social media platforms will continue to be incurred for a period before revenues occur.
Even with revenue sources sufficient to sustain Company operations and support a new product line, the Company lacks the large internal research and development capability of its larger competitors. Even with sufficient working capital, Capstone operates with a small number of employees whose functions are dedicated to executive management, sales and marketing or administrative support. The limited number of employees may hinder or delay the ability of the Company to identify or respond to consumer preferences or new technology developments in a product line. Hiring may be required with any growth and qualified personnel may not be readily available. We cannot match the compensation packages to prospective employees that many larger competitors may offer, and we lack the funding and other resources to change our operational model and its reliance on contractors for many functions and capabilities, including development, production, shipping, warehousing and distribution of products. The weakened financial condition of the Company further undermines the ability of the Company to add essential personnel for any effort to re-establish a viable product line or new business line.
As a smaller reporting company, and with any new product line, we were and are more vulnerable to events like COVID-19 pandemic, production and shipping delays, travel and operational disruptions and restrictions and an accelerated shift to e-commerce from reliance on brick-and-mortar retail sales. We lack the staff, money, internal capabilities and resources and operational experience to significantly or timely respond to significant challenges and adverse changes in business and financial requirements.
If production of products is resumed, then Capstone’s international purchases can become more expensive if the U.S. Dollar weakens against the foreign currencies. Should the increased U.S. tariffs imposed on Chinese manufactured goods remain it may increase the cost of electronic components used in our products.
While we have established new production capacity in Thailand, there is no final resolution of the U.S. / China trade dispute from which specific components are sourced. Developing a new, efficient OEM relationship in a new country takes time and effort to reach acceptable production efficiencies. We have only a short operational experience with Thai OEM’s and cannot predict long term effectiveness of the relationship. Without working capital funding, we will be unable to fully exploit foreign OEM capabilities or resolve the need for alternative foreign sources of critical components for Connected Surface products.
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Like many companies, the Company conducts periodic strategic reviews where the feasibility of significant corporate transactions are considered, including mergers, asset purchases or sales and diversification or change in business lines. The financial condition of the Company has prompted an enhanced consideration and search for a significant corporate transaction, including, without limitation, a possible merger and acquisition transaction or reorganization to sustain operations or to acquire a new business line that can support company operations. The Company lacks the financial resources of larger companies to withstand adverse, significant and sustained changes in business and financial condition. This vulnerability necessitates an ongoing consideration of alternatives to current operations. Due to the decline in financial performance of the Company since 2021, and the Company being in transition from a declining product line and not yet establishing a profitable product line, as well as the Company having its shares of Common Stock quoted on The OTC Markets Group, Inc. QB Venture Market and being a “penny stock”, the Company may be unable to consummate a significant corporate transaction that sustains operations or creates a new viable product line or business line.
Products and Customers
Current product lines under development as of this Form 10-Q report are as follows:
| ● | Connected Surfaces –
Connected Chef, a purpose-built kitchen appliance tablet, which is a unique form factor with Google GMS operating system, with an integrated platform for cooking accessories, i.e.: cutting board. |
This product is not in production and has no pre-production orders as of June 30, 2024.
The following product lines that are discontinued for manufacturing, but available for sale as of the date of this Form 10-Q report are as follows:
| ● | LED Lighting and Smart Mirror product line |
The plan to expand the Company’s product portfolio through Connected Surfaces involves the inherent risk of increased operating and marketing costs without a corresponding increase in operational revenues and profits. Expense categories including prototyping, engineering, advertising, public relations, tradeshows and social media platforms will continue to be incurred before shipments and related revenues occur. Promotion of the Connected Surfaces product line was hampered in 2023 by the lack of adequate, long-term funding and declining revenues from product sales and a lack of bulk orders from brick-and-mortar retailers and e-commerce resellers for a discretionary purchase item like the Smart Mirrors.
Over the past ten years, the Company has established product distribution relationships with numerous leading international, national and regional retailers, including but not limited to: Amazon, Costco Wholesale, Sam’s Club-Walmart, the Container Store and Firefly Buys. These distribution channels may sell the Company’s products through the internet as well as through retail storefronts and catalogs/mail order. The Company is actively marketing the Connected Chef to appliance manufacturers and distributors, though no letter of intent or deal terms have been executed as of the date of this Form 10-Q filing. The Company believes it has developed the scale, manufacturing efficiencies, and design expertise that serves as the foundation for aggressive pursuit of niche product opportunities in our largest consumer domestic and international markets. The Company may have to pursue a different market segment if it cannot secure adequate orders from these traditional distribution channels. With the growth of e-commerce, the Company lacks an effective e-commerce capability. Reliance on sales to brick-and-mortar retailers may not produce sufficient orders to allow the Company to become profitable or sustain operations, especially if the Company’s product line is deemed by retailers to be not appealing or in demand with consumers. The Company has a very limited product line and lacks different product lines to offer in lieu of unsuccessful, existing product lines to retailers.
The Company’s products are subject to general economic conditions that impact discretionary consumer spending on non-essential items. Such continued progress depends on a number of assumptions and factors, including ones mentioned in “Risk Factors” below. Critical to growth are economic conditions in the markets that foster greater consumer spending as well as success in the Company’s initiatives to distinguish its brands from competitors by design, quality, and scope of functions and new technology or features. The Company’s ability to fund the pursuit of our goals remains a constant, significant factor and weakness.
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Tariffs. The President Trump administration implemented certain tariffs that directly affected the Company’s competitiveness. While all companies in certain industries are affected equally, the appeal for these products to consumers was negatively impacted when retail prices increased due to higher duty rates. The Company has seen promotional schedules cut back and retailers have requested pricing adjustments that would not be known to them in advance to products being shipped. The Company’s previous business model insulates the Company from paying duties as its retail partners are the importers of record. The obvious unknown is the final impact of tariffs to the landed costs. Accordingly, retailers have demonstrated caution in their promotional planning schedules and will continue to do so until the administration has clarified its position enabling importers to calculate estimated landed costs.
Tariffs and trade restrictions imposed by the previous U.S. administration provoked trade and tariff retaliation by other countries. A “trade dispute” of this nature or other governmental action related to tariffs or international trade agreements or policies has the potential to adversely impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof and, thus, to adversely impact our businesses. As of the date of this report, the current U.S. administration is currently reviewing its position on this issue and there has not been a resolution of the Chinese-American trade dispute.
Sales and Marketing
We use direct sales by our Chief Executive Officer and sales agents to sell our products, which effort includes direct sales aimed to Big Box and home-goods chain retailers. Company’s e-commerce initiatives have not provided significant sales as of the six months ended June 30, 2024.
Historically, and when we had a product line in production, our sales within the U.S. are primarily made by our in-house sales team and our independent sales agencies. Our independent sales agencies are paid a commission based upon sales made in their respective territories. Our sales agencies are recruited, trained and monitored by us directly. We will utilize an agency as needed to help us provide service to our retail customers as required. The sales agency agreements are generally one (1) year agreements, which automatically renew on an annual basis, unless terminated by either party on 30 days’ prior notice. Our international sales to divisions of U.S. based retailers are made by our in-house sales team.
The Company has historically promoted its products to retailers and distributors at North American trade shows, such as the Consumer Electronics Show (“CES”) or the International Hardware Show, but also relied on the retail sales channels to advertise its products directly to the end user consumers through various promotional activities. Subject to adequate working capital, this traditional marketing effort will continue as a complement to the social media and e-commerce effort. Reliance will be on traditional direct sales to retailers and distributors and trade show promotion.
In the six months ended June 30, 2024, the Company had 2 major customers.
We have utilized social media platforms and online advertising campaigns to further grow the Company’s online presence. In addition to Facebook, Instagram, Pinterest and LinkedIn, The Company has launched a You Tube channel to host Smart Mirror videos and established a X account. Our Social Media marketing has not resulted in any significant sales of products. We have not been and may not be able to effectively compete in e-commerce and Social Media marketing and sales. The Company has a Social Media presence on the following Social Media platforms, however the Company is not emphasizing Social Media marketing in 2024 due lack of results and lack of funding to pursue active Social Media marketing:
FACEBOOK1: https://www.facebook.com/capstoneindustries and https://www.facebook.com/capstoneconnected
INSTAGRAM2: https://www.instagram.com/capstoneconnected
PINTEREST3: https://www.pinterest.com/capstoneconnected/
LINKEDIN4: https://www.linkedin.com/company/6251882
X5 https://x.com/CAPC_Capstone
YOUTUBE6 https://www.youtube.com/channel/UCMX5W8PV0Q59qoAdMxKcAig
1 Facebook is a registered trademark of Facebook, Inc.
2 Instagram is a registered trademark of Instagram.
3 Pinterest is a registered trademark of Pinterest.
4 LinkedIn is a registered trademark of LinkedIn Corporation.
5 X is a registered trademark of X Corp.
6YouTube is a registered trademark of YouTube Corporation.
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Competitive Conditions
The Company operates in a highly competitive environment, both in the United States and internationally, in the former LED lighting product segment and in the new Connected Surfaces internet of things product segments. The Company competes with large multinationals with global operations as well as numerous other smaller, specialized national or regional competitors who generally focus on narrower markets, products, or particular categories.
Other competitive factors include rapid technological changes, product availability, credit availability, speed of delivery, ability to tailor solutions to customer needs, quality and depth of product lines and training. Smart Mirrors and other Connected Surface products are an emerging industry, and the Company’s product line is innovative and does not require licensing of technologies, as the Connected Surfaces program is developed with open source resources. The Company is also under development of proprietary features that would further establish the Company as a market innovator. As such, applications have been filed. However, the Company may be unable to develop or license emerging new technologies that are dominant and demanded by consumers, retailers, distributors and resellers. Consumer tastes and preferences change and timing the product line with consumer demand is important in establishing a market for the product line.
Research, Product Development, and Manufacturing Activities
For products in development or production, the Company’s research and development operations based in Florida and Thailand design and engineer many of the Company’s products, with collaboration from its third-party manufacturing partners, software developers and Capstone U.S. engineering advisers. The Company outsources the manufacture and assembly of our products to a select group of OEM manufacturers overseas. Our research and development focus typically and in 2023 included efforts to:
| ● | Establish Capstone Connected Surfaces portfolio as an innovator in the smart home segment. |
| ● | Develop product with increasing technology and functionality with enhanced quality and performance, and at a very competitive cost; and |
| ● | Solidify new manufacturing relationships with contract manufacturers in Thailand. |
The Company establishes strict engineering specifications and product testing protocols with the Company’s contract manufacturers and ensure that their factories adhere to all Regional Labor and Social Compliance Laws. These contract manufacturers purchase components that we specify and provide the necessary facilities and labor to manufacture our products. We leverage the strength of the contract manufacturers and allocate the manufacturing of specific products to the contract manufacturer best suited to the task. Quality control and product testing is conducted at the contract manufacturers facility and at their 3rd party testing laboratories overseas.
CAPI uses its proprietary manufacturing expertise by maintaining control over all outsourced production and critical production molds. To ensure the quality and consistency of the Company’s products manufactured overseas, CAPI uses globally recognized certified testing laboratories such as United Laboratories (UL) or Intertek (ETL) to ensure all products are designed and tested to adhere to each country’s individual regulatory standards. The Company also hires quality control inspectors who examine and test products to CAPI’s specification(s) before shipments are released.
To successfully implement Capstone’s business strategy for products in production, the Company must continually improve its current products and develop new product segments with innovative imbedded technologies to meet consumer’s growing expectations. The Connected Surfaces product development is our most recent effort to achieve those expectations. The continuation of Company’s declining business and financial performance has significantly hindered or undermined efforts to establish a profitable Connected Surface product line capable of sustaining operations. Establishing the Connected Surfaces product line as a viable revenue source was intended to sustain the Company as a consumer product company, but it has not done so as of June 30, 2024. The Company will need adequate funding to establish sustain that business line and sustain corporate operations.
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Raw Materials
For products being produced, the principal raw materials currently used by CAPI are sourced in Thailand and China, as the Company orders product exclusively through contract manufacturers in the region. These contract manufacturers purchase components based on the Company’s specifications and provide the necessary facilities and labor to manufacture the Company’s products. Capstone allocates the production of specific products to the contract manufacturer the Company believes is more experienced to produce the specific product and whose facility is located in the country that most benefits from the U.S. Tariff regulations. To ensure the consistent quality of Capstone’s products, quality control procedures have been incorporated at each stage of the manufacturing process, ranging from the inspection of raw materials through production and delivery to the customer. These procedures are additional to the manufacturers internal quality control procedures and performed by Quality Assurance personnel.
| ● | Raw Materials – Components and supplies are subject to sample inspections upon arrival at the contract manufacturer, to ensure the correct specified components are being used in production. |
| ● | Work in Process – Our quality control inspectors conduct quality control tests at different points during the product stages of our manufacturing process to ensure that quality integrity is maintained. |
| ● | Finished Goods – Our inspectors perform tests on finished and packaged products to assess product safety, integrity and package compliance. |
Raw materials used in manufacturing include plastic resin, copper, led bulbs, batteries, and corrugated paper. Prices of materials have remained competitive in the last year. The Company believes that adequate supplies of raw materials required for its operations are available at the present time. The Company cannot predict the future availability or prices of such materials. These raw materials are generally available from a number of different sources, and the prices of those raw materials are susceptible to currency fluctuations and price fluctuations due to transportation, government regulations, price controls, economic climate, or other unforeseen circumstances. In the past, the Company has not experienced any significant interruption in availability of raw materials. We believe we have extensive experience in manufacturing and have taken positions to assure supply and to protect margins on anticipated sales volume.
Section 1502 of Title XV of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires SEC-reporting companies to disclose annually whether any conflict minerals are necessary to the functionality or production of a product. Based on our inquiries to our manufacturers, we do not believe as of the date of such inquiries that any conflict minerals are used in making our products. As of the date of the filing of this Form 10-Q, the Company has no products in production.
Distribution and Fulfillment
Since January 2015, the Company has outsourced its U.S. domestic warehousing and distribution needs to a third-party warehousing facility situated in Anaheim, California. The warehouse operator provides full inventory storage, packaging and logistics services including direct to store and direct to consumer shipping capabilities that electronically interface to our existing operations software. The warehouse operator provides full ERP (Enterprise Resource Planning), Inventory Control and Warehouse Management Systems.
For the e-commerce and direct to consumer marketplace, the Company has developed a new website with full shopping cart capabilities. The Company has negotiated contracts for secured credit card processing capability, state sales tax compliance services and order fulfillment and logistics services, at a very competitive rate. These efforts did not result in any significant product sales in first two fiscal quarters of fiscal year 2024.
Seasonality
In general, sales for household products and electronics are seasonally influenced. Certain gift products cause consumers to increase purchases during key holiday winter season of the fourth quarter, which requires increases in retailer inventories during the third quarter. However, we do not have sufficient operational experience with Connected Surfaces to predict the seasonality of Connected Surfaces.
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Information Technology
The efficient operation of our business is dependent on our information technology systems. We rely on those systems to manage our daily operations, communicate with our customers and maintain our financial and accounting records. In the normal course of business, we receive information regarding customers, associates, and vendors. Since we do not collect significant amounts of valuable personal data or sensitive business data from others, our internal computer systems are under a light to moderate level of risk from hackers or other individuals with malicious intent to gain unauthorized access to our computer systems. Cyberattacks are growing in number and sophistication and are an ongoing threat to business computer systems, which are used to operate the business on a day to day basis. Our computer systems could be vulnerable to security breaches, computer viruses, or other events. The failure of our information technology systems, our inability to successfully maintain our information or any compromise of the integrity or security of the data we generate from our systems or an event resulting in the unauthorized disclosure of confidential information or degradation of services provided by critical business systems, whether by us directly or our third-party service providers, could adversely affect our business operations, sales, reputation with current and potential customers, associates or vendors, results of operations, product development and make us unable or limit our ability to respond to customers’ demands.
We have incorporated into our data network various on and off-site data backup processes which should allow us to mitigate any data loss events, however our information technology systems are vulnerable to damage or interruption from:
| ● | hurricanes, fire, flood and other natural disasters |
| ● | power outage |
| ● | internet, computer system, telecommunications or data network failure Hacking as well as malware, computer viruses, ransomware and similar malicious software code |
| ● | Cybersecurity. The Company did not experience any cybersecurity incidents in the fiscal quarter ended June 30, 2024. |
Environmental Regulations
We believe that the Company is in compliance with environmental protection regulations and will not have a material impact on our financial position and results of operations.
Critical Accounting Policies
We believe that there have been no significant changes to our critical accounting policies during the six months ended June 30, 2024, as compared to those we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 Annual Report.
CONSOLIDATED OVERVIEW OF RESULTS OF OPERATIONS
Results of operations.
Net Revenues
Revenue is derived from sales of our Connected Surfaces Smart Mirrors. Previous to 2024, the Company derived revenue from consumer home LED lighting for both indoor and outdoor applications while the Smart Mirrors were sold directly to consumers via e-commerce efforts. We recognize revenue upon shipment of the order to the customer when all performance obligations have been completed and title has transferred to the customer and in accordance with the respective sale’s contractual arrangements. Each contract on acceptance will have a fixed unit price. Our sales are to the U.S. market which in 2024 represented 100% of revenues and we expect to the U.S Market to continue to be the major source of revenue for the Company. Net revenue also includes the cost of instant rebate coupons, promotional coupons, and product support allowances provided to retailers to promote certain products. All of our revenue is denominated in U.S. dollars.
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Cost of Goods Sold
Our cost of goods sold consists primarily of purchased products from contract manufacturers and when applicable associated duties and inbound freight. In addition, our cost of goods sold also includes reserves for potential warranty claims and freight allowances. On December 31, 2023, we expensed for obsolescence all remaining Smart Mirror inventory one hand. As a result, the $86,289 of revenues derived from the e-commerce sales and the liquidation sale of the remaining inventory of Smart Mirrors for the six months ending June 30, 2024 did not have cost of goods sold associated with them.
Gross Profit
Our gross profit has and will continue to be affected by a variety of factors, including average sales price for our products, product mix, promotional allowances, our ability to reduce product costs and fluctuations in the cost of our purchased components.
Operating Expenses
Operating expenses include sales and marketing expenses, consisting of sales representative’s commissions, advertising expense and costs related to employee’s compensation. In addition, operating expense include charges relating to product development, office and warehousing, accounting, legal, insurance and stock-based compensation.
CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK
| Three Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023 | ||||||||||||||||
| (In Thousands) | ||||||||||||||||
| June 30, 2024 | June 30, 2023 | |||||||||||||||
| Dollars | % of Revenue | Dollars | % of Revenue | |||||||||||||
| Revenues, net | $ | 138 | 100 | % | $ | 27 | 100 | % | ||||||||
| Cost of sales | (38 | ) | (28 | )% | (34 | ) | (126 | )% | ||||||||
| Gross Profit | 100 | 72 | % | (7 | ) | (26 | )% | |||||||||
| Total Operating Expenses | 193 | 140 | % | 357 | 1326 | % | ||||||||||
| Operating Loss | (93 | ) | (67 | )% | (364 | ) | (1352 | )% | ||||||||
| Total Other Income (Expense) | (30 | ) | (22 | )% | (24 | ) | (148 | % | ||||||||
| Loss Before Tax Benefit | (123 | ) | (89 | )% | (324 | ) | (1200 | )% | ||||||||
| Income Tax (Expense) | (1 | ) | 1 | % | (1 | 4 | % | |||||||||
| Net Loss | $ | (124 | ) | (9 | )% | $ | (325 | ) | (1204 | )% | ||||||
| Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023 | ||||||||||||||||
| (In Thousands) | ||||||||||||||||
| June 30, 2024 | June 30, 2023 | |||||||||||||||
| Dollars | % of Revenue | Dollars | % of Revenue | |||||||||||||
| Revenues, net | $ | 143 | 100 | % | $ | 32 | 100 | % | ||||||||
| Cost of sales | (38 | ) | (27 | )% | (36 | ) | (113 | )% | ||||||||
| Gross Profit | (105 | ) | (73 | )% | (4 | ) | (13 | )% | ||||||||
| Operating Expenses | 432 | |||||||||||||||
| Operating Loss | (326 | ) | (228 | )% | (809 | ) | (2528 | )% | ||||||||
| Total Other Income (Expense) | (59 | ) | (41 | )% | 18 | (56 | )% | |||||||||
| Loss Before Tax Benefit | (385 | ) | (269 | )% | (791 | ) | (2472 | )% | ||||||||
| Income Tax (Expense) | 1 | 1 | % | 1 | 3 | % | ||||||||||
| Net Loss | $ | (386 | ) | (270 | )% | $ | (792 | ) | (2475 | )% | ||||||
Net Revenues
Our business operations and financial performance for the six months ended June 30, 2024, reflected slow e-commerce sales for the Smart Mirror with all of the inventory sold in a liquidation event during the second quarter. Executive management are actively pursuing appliance manufacturers and distributors for the new Connected Chef product, but the product has no purchase commitments from retailers as of the date of this Form 10-Q. Further, the Company will have to raise funding to fund production costs, which funding may not be available to the Company.
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Net revenues for the three months ended June 30, 2024, were $137,000, an increase of $111,000 or 417% from $26,000 in the same period 2023.
Net revenues for the six months ended June 30, 2024, were $143,000, an increase of $111,000 or 346% from $32,000 in the same period 2023.
The following tables disaggregates revenue by geographic area:
| For the Three Months Ended June 30, | For the Three Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Revenues | % of Total Revenue | Revenues | % of Total Revenue | |||||||||||||
| Lighting Products- US | $ | 57,829 | 42 | % | $ | — | — | % | ||||||||
| Smart Mirror Products- U.S. | 79,990 | 58 | % | 26,645 | 100 | % | ||||||||||
| Total Revenue | $ | 137,818 | 100 | % | $ | 26,645 | 100 | % | ||||||||
| For the Six Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2024 | June 30, 2023 | |||||||||||||||
| Revenues | % of Total Revenue | Revenues | % of Total Revenue | |||||||||||||
| Lighting Products- US | $ | 57,829 | 40 | $ | — | — | % | |||||||||
| Smart Mirror Products- U.S. | 85,439 | 60 | % | 32,197 | 100 | % | ||||||||||
| Total Revenue | $ | 143,268 | 100 | % | $ | 32,197 | 100 | % | ||||||||
Gross Profit and Cost of Sales
Gross profit (loss) for the three months ended June 30, 2024, and 2023, was approximately $100,000 and ($7,000), respectively, an increase of $107,000 from the previous year. Gross Profit as a percent of revenue was 73% in the six months ended June 30, 2024 as compared to (26%) in the same period of 2023, due to the Smart Mirror inventory expensed as of December 31, 2023.
Gross profit (loss) for the six months ended June 30, 2024, and 2023, was approximately $105,000 and ($4,000), respectively, an increase of $109,000 from the previous year. Gross Profit as a percent of revenue was 73% in the six months ended June 30, 2024 as compared to (13%) in the same period of 2023, due to the Smart Mirror inventory expensed as of December 31, 2023.
Operating Expenses and Other Income (Expenses)
The Company made concerted efforts to reduce operating expenses in the first half of 2024 in accordance with the liquidation of the Smart Mirror inventory, as denoted further. Last year’s poor performance of e-commerce sales for the Smart Mirror proved to Executive Management that e-commerce was not the ideal market for the Smart Mirror product. Focus of sales and marketing efforts are with appliance manufacturers and distributors for the new
Connected Chef product.
Sales and Marketing Expenses
For the three months ended June 30, 2024, and 2023, sales and marketing expenses were approximately $8,000 and $38,000, respectively, a decrease of $30,000 or 79%.
For the six months ended June 30, 2024, and 2023, sales and marketing expenses were approximately $17,000 and $56,000, respectively, a decrease of $39,000 or 69%. The Company made concerted efforts to reduce operating expenses in accordance with the low Smart Mirror e-commerce sales.
Compensation Expenses
For the three months ended June 30, 2024, and 2023, compensation expenses were approximately $71,000 and $123,000 respectively, a decrease of $52,000 or 43%.
For the six months ended June 30, 2024, and 2023, compensation expenses were approximately $153,000 and $261,000 respectively, a decrease of $108,000 or 41%. The Company has reduced workforce to essential employees as it works to launch the Connected Chef.
Professional Fees
For the three months ended June 30, 2024, and 2023, professional fees were approximately $77,000 and $85,000 respectively, a decrease of $8,000 or 10%.
For the six months ended June 30, 2024, and 2023, professional fees were approximately $194,000 and $228,000 respectively, a decrease of $34,000 or 15%.
Product Development Expenses
For the three months ended June 30, 2024, product development expenses were approximately $2,000 as compared to $18,000 in 2023, a reduction of $16,000 or 89%.
For the six months ended June 30, 2024, product development expenses were approximately $2,000 as compared to $51,000 in 2023, a reduction of $49,000 or 96%. During the first six months of 2023, fees were incurred testing and certification of the Connected Chef which were not incurred first six months of 2024.
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Other General and Administrative Expenses
For the three months ended June 30, 2024, other general and administrative expenses were approximately $35,000 as compared to $93,000 in 2023 for a reduction of $58,000 or 62%.
For the six months ended June 30, 2024, other general and administrative expenses were approximately $64,000 as compared to $208,000 in 2023 for a reduction of $144,000 or 69%. Rent expense, operating overhead and travel costs were reduced as part of the reduction in nonessential expenses during 2024.
Total Operating Expenses
For the three months ended June 30, 2024, and 2023, total operating expenses were approximately $193,000 and $358,000, respectively, a decrease of approximately $165,000 or 46%.
For the six months ended June 30, 2024, and 2023, total operating expenses were approximately $432,000 and $805,000, respectively, a decrease of approximately $373,000 or 46%.
Operating Loss
For the three months ended June 30, 2024 and 2023, the operating loss was approximately $93,000 and $365,000, respectively, a decreased loss of $272,000 or 74%.
For the six months ended June 30, 2024 and 2023, the operating loss was approximately $326,000 and $809,000, respectively, a decreased loss of $483,000 or 60%.
Total Other Income (Expense), net
For the three months ended June 30, 2024, and 2023, other income (expense) was ($29,000), net as compared to $40,000 for 2023.
For the six months ended June 30, 2024, and 2023, other income (expense) was ($59,000), net as compared to $18,000 for 2023.
Net Loss
For the three months ended June 30, 2024 the net loss was approximately $124,000 compared to a net loss of $325,000 in the same period 2023, a decreased loss of $201,000 or 62%.
For the six months ended June 30, 2024 the net loss was approximately $386,000 compared to a net loss of $792,000 in the same period 2023, a decreased loss of $406,000 or 51%.
Off-Balance Sheet Arrangements
The Company does not have material off-balance sheet arrangements that have or are reasonably likely to have a material future effect on our results of operations or financial condition.
Contractual Obligations
There were no material changes to contractual obligations for the six months ended June 30, 2024.
Cash flow from operations are primarily dependent on our net income adjusted for non-cash expenses and the timing of collections of receivables, level of inventory and payments to suppliers. Cash as of June 30, 2024, and December 31, 2023, was approximately $16,000 and $36,000 respectively, a decrease of approximately $20,000.
| Summary of Cash Flows | For the Six Months ended June 30, | |||||||
| 2024 | 2023 | |||||||
| (In thousands) | ||||||||
| Net cash used in: | ||||||||
| Operating Activities | $ | (110 | ) | $ | (391 | ) | ||
| Investing Activities | — | (43 | ) | |||||
| Financing Activities | 90 | 384 | ||||||
| Net decrease in cash | $ | (20 | ) | $ | (50 | ) | ||
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As of June 30, 2024, the Company’s working capital deficit was approximately $3,656,000. Current assets were approximately $39,000 and current liabilities were approximately $3,695,000 and include:
| ● | Accounts payable of approximately $30,000 due vendors and service providers and approximately $6,000 due to a related party |
| ● | Accrued expenses of approximately $970,000 in deferred wages. |
| ● | Note payable related and unrelated parties of $2,440,000 with accrued interest of approximately $247,000. |
Cash Flows used in Operating Activities
Cash used in operating activities in the six months ended June 30, 2024, and 2023 was approximately $110,000 and $390,000, respectively, a decrease of $280,000 compared to last year.
Cash Flows used in Investing Activities
Cash used in investing activities in the six months ended June 30, 2024, and 2023 was $0 and $43,000, respectively.
Cash Flows provided by Financing Activities
Cash provided by financing activities for the six months ended June 30, 2024 and 2023, was approximately $90,000 and $384,000, respectively.
As of June 30, 2024, and December 31, 2023, the Company had outstanding notes payable $2,690,000 and $2,540,000 which includes accrued interest of $247,074 and $187,494, respectively.
Directors and Officers Insurance
The Company currently has Directors and Officers liability insurance, and the Company believes the coverage is adequate to cover likely liabilities under such a policy.
Exchange Rates
We sell all of our products in U.S. dollars and pay for all of our manufacturing costs in U.S. dollars. Our OEM factories are located in mainland China and Thailand.
During 2024 the average exchange rate between the U.S. Dollar and Chinese Yuan have been relatively stable approximately RMB 7.00 to U.S. $1.00.
The average exchange rate between the U.S. Dollar and Thai Baht has been relatively stable at approximately Baht 35.00 to U.S. $1.00.
Operating expenses in Hong Kong are historically paid in either Hong Kong dollars or U.S. dollars. There were no expenses for Hong Kong operations during the first half of 2024.
While exchange rates have been stable for several years, we cannot assure you that the exchange rate between the United States, Hong Kong, Chinese and Thailand currencies will continue to be stable and exchange rate fluctuations may have a material effect on our business, financial condition or results of operations.
Country Risks: Changes in foreign, cultural, political, and financial market conditions could impair the Company’s international manufacturing operations and financial performance.
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The Company’s manufacturing is conducted in China and Thailand. Consequently, when products are being produced, the Company is subject to a number of significant risks associated with manufacturing in overseas, including:
| ● | The possibility of expropriation, confiscatory taxation, or price controls. |
| ● | Adverse changes in local investment or exchange control regulations. |
| ● | Political or economic instability, government nationalization of business or industries, government corruption, and civil unrest. |
| ● | Legal and regulatory constraints. |
| ● | Tariffs and other trade barriers, including trade disputes between the U.S. and China. |
● |
Political or military conflict between the U.S. and China, or between U.S. and North Korea, resulting in adverse or restricted access by U.S.-based companies to Chinese manufacturing and markets. |
Currency: Currency fluctuations may significantly increase our expenses and affect the results of operations, especially where the currency is subject to intense political and other outside pressures.
Interest Rate Risk: The Company does not have significant interest rate risk during the six month period ended June 30, 2024. All outstanding loans have been disclosed including the agreed interest rates.
Credit Risk: The Company has not experienced significant credit risk. The e-commerce business requires customer credit approval prior to shipment and the payment is received by the Company between 5 and 20 days after shipment depending on which ordering platform is used by the consumer. To date we have not experienced any credit risk issues, but we will closely monitor the process to assess that this trend continues.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
Because the Company is a smaller reporting company, this Form 10-Q Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our independent registered public accounting firm.
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were effective as of June 30, 2024, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting.
There are no changes to our internal control over financial reporting during the fiscal quarter ending June 30, 2024, the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The certifications of our Chief Executive Officer and Interim Chief Financial Officer attached as Exhibits 31 and 32 and to this Form 10-Q Report include information concerning our disclosure controls and procedures and internal control over financial reporting.
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Inherent Limitations on Effectiveness of Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of internal control are met. Further, the design of internal control must reflect the fact that there are resource constraints, and the benefits of the control must be considered relative to their costs. While our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company, have been detected.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any other pending or threatened legal proceedings and, to the best our knowledge, no such action by or against us has been threatened. From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of our business. Although occasional adverse decisions or settlements may occur in such routine lawsuits, we believe that the final disposition of such routine lawsuits will not have material adverse effect on its financial position, results of operations or status as a going concern.
Other Legal Matters. To the best of our knowledge, none of our directors, officers, or owners of record of more than five percent (5%) of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to us or has a material interest adverse to us in reference to pending litigation.
Item 1A. Risk Factors.
You should carefully consider the “Risk Factors” disclosed under “Item 1A. Risk Factors” in our 2023 Annual Report (as amended or revised by the Risk Factors set forth in this Form 10-Q reflecting the worsening financial condition of the Company in 2024). You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
The Company has insufficient revenues to support its basic operating overhead and relies on funding from a director and senior officer to pay basic operating overhead. The Company may be unable to sustain operations through 2024 without continued financial support from the directors and senior officer or investment or funding from a third party. There can be no assurance that the Company can obtain sufficient funding from current funding sources or any new funding sources to sustain operations through 2024. The financial difficulties of the Company severely hamper the pursuit of Connected Surface products and any new business lines and new products.
There is substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing. Our public auditor’s report for the 2023 Annual Report stated that the Company has incurred operating losses, has incurred negative cash flows from operations and has an accumulated deficit, and these and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.
If funding sources are not available or are inadequate or unwilling to fund operations, or the products at hand and under development are not capable of generating sustainable revenues in the future, we will be required to reduce operating costs even further, which could further jeopardize any future strategic initiatives and business plans. Furthermore, uncertainty concerning our ability to continue as a going concern may hinder our ability to obtain future financing. Continued operations and our ability to continue as a going concern are dependent on our ability to obtain additional funding in the near future and thereafter, and there are no assurances that such funding will be available to us at all or will be available in sufficient amounts or on reasonable terms.
There may be risks that are not presently material or known and not discussed in this Form 10-Q or other SEC filings. There are also risks within the economy, the industry, and the capital markets that could materially adversely affect the Company, including those associated with an economic recession, inflation, a global economic slowdown, political instability, war, government regulation (including tax regulation), employee attraction and retention, and customers inability or refusal to pay for the products and services provided by the Company. There are also risks associated with the occurrence of extraordinary events, such as COVID-19 pandemic re-emerging due to new virus variants, terrorist attacks or natural disasters (such as tsunamis, hurricanes, tornadoes, and floods). These factors affect businesses generally, including the Company, its customers and suppliers and, as a result, are not discussed in detail below, but are applicable to the Company. As a “penny stock” without primary market maker support, and due to the decline in financial performance of the Company in 2022, 2023 and continuing into 2024, an investment in our common stock involves a very high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Form 10-Q Report and other SEC filings, before making an investment decision. If any of the following risks actually occurs or continues to impact our business, our business, financial condition or results of operations could worsen. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Cautionary Statement Regarding Forward-Looking Statements above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this Form 10-Q Report.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Company did not issue any unregistered securities in the fiscal quarter ended June 30, 2024.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
The Company has no information to disclose that was required to be in a report on Form 8-K during the period covered by this report but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors or make shareholder proposals.
Item 6. Exhibits
The following exhibits are filed as part of this Report on Form 10-Q or are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Capstone Companies, Inc.
Dated: August 13, 2024
| /s/ Stewart Wallach | ||
| Stewart Wallach | Chief Executive Officer | |
| Principal Executive Officer |
| /s/Dana Eschenburg Perez | ||
| Dana Eschenburg Perez | Chief Financial Officer | |
| Principal Financial Executive and Accounting Officer |
| 37 |
Exhibit 31.1
Section 302 Certifications
I, Stewart Wallach, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Capstone Companies, Inc. for the fiscal quarter ended on June 30, 2024.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report.
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and |
5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: August 13, 2024
| /s/ Stewart Wallach | |
| Stewart Wallach | |
| CEO, Director, (Principal Executive Officer) |
Exhibit 31.2
Section 302 Certifications
I, Dana E. Perez, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Capstone Companies, Inc. for the fiscal quarter ended on June 30, 2024.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report.
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and |
5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: August 13, 2024
| /s/ Dana E. Perez | |
| Dana E. Perez | |
| Interim Chief Financial Officer | |
| (Principal Financial Executive and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Capstone Companies, Inc. (“Company”) on Form 10-Q for the fiscal period ended June 30, 2024, filed with the Securities and Exchange Commission (the “Report”), I, Stewart Wallach, Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
IN WITNESS WHEREOF, the undersigned has signed this statement on this 13th day of August, 2024.
| /s/ Stewart Wallach | |
| Stewart Wallach | |
| CEO, Director | |
| (Principal Executive Officer) |
A signed original of this written statement will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Capstone Companies, Inc. (“Company”) on Form 10-Q for the fiscal period ended June 30, 2024, filed with the Securities and Exchange Commission (the “Report”), I, Dana E. Perez, Interim Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
IN WITNESS WHEREOF, the undersigned has signed this statement on this 13th day of August, 2024.
| /s/ Dana E. Perez | |
| Dana E. Perez | |
| Interim Chief Financial Officer | |
| (Principal Financial Executive and Accounting Officer) |
A signed original of this written statement will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.